-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JNaFBMMO/QbR4KMuKbBJxBF8V068XaUxb2oRSXhLi63SVcEdSsxdUczj++hnmcR8 LUru4MKvOtggz6DNkO4HuQ== 0000891839-04-000036.txt : 20040310 0000891839-04-000036.hdr.sgml : 20040310 20040310180310 ACCESSION NUMBER: 0000891839-04-000036 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040308 FILED AS OF DATE: 20040310 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FULLER MORTIMER B III CENTRAL INDEX KEY: 0001032793 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 04661211 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 629 3722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 edgar.xml PRIMARY DOCUMENT X0201 4 2004-03-08 0001012620 GENESEE & WYOMING INC GWR 0001032793 FULLER MORTIMER B III C/O GENESEE & WYOMING INC. 66 FIELD POINT ROAD GREENWICH CT 06830 1 1 1 0 Chairman of the Board and CEO Class A Common Stock, $.01 par value 42422 D Class A Common Stock, $.01 par value 4262 I By Wife Class B Common Stock, $.01 par value 987103 D Third Party Stock Option (Right to Buy) 10.8889 2000-07-14 2005-06-29 Class B Common Stock, $.01 par value 198535 198535 D Third Party Stock Option (Right to Buy) 10.8889 2000-07-18 2005-06-29 Class B Common Stock, $.01 par value 198535 198535 D Stock Option (Right to Buy) 7.3333 2004-04-14 2005-04-13 Class A Common Stock, $.01 par value 7149 7149 D Stock Option (Right to Buy) 6.6667 2004-04-14 2005-04-13 Class A Common Stock, $.01 par value 6915 6915 D Stock Option (Right to Buy) 11.6417 2006-04-05 Class A Common Stock, $.01 par value 14391 14391 D Stock Option (Right to Buy) 10.5833 2006-04-05 Class A Common Stock, $.01 par value 20930 20930 D Stock Option (Right to Buy) 23.49 2007-05-22 Class A Common Stock, $.01 par value 4684 4684 D Stock Option (Right to Buy) 21.35 2007-05-22 Class A Common Stock, $.01 par value 37816 37816 D Stock Option (Right to Buy) 22.41 2008-07-30 Class A Common Stock, $.01 par value 45538 45538 D Stock Option (Right to Buy) 24.651 2008-07-30 Class A Common Stock, $.01 par value 4462 4462 D Contract to Sell 0 2004-03-08 4 J 0 1 A 2007-03-08 2007-03-08 Class A Common Stock, $.01 par value 150000 1 D These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares. The Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock. This option, previously reported by Mr. Fuller, was granted to Mr. Fuller by a third party in a negotiated transaction. Mr. Fuller holds an irrevocable proxy to vote these shares. This option was previously reported by Mr. Fuller. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 4,946 shares on 4/6/04 and 9,445 shares on 4/6/05. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 10,464 shares on 4/6/02 (exercised on 11/20/03), 10,465 shares on 4/6/03 (exercised on 11/20/03), 10,465 shares on 4/6/04, and 10,465 shares on 4/6/05. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 1 share on 5/23/05 and 4,683 shares on 5/23/06. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 10,625 shares on 5/23/03, 10,625 shares on 5/23/04, 10,624 shares on 5/23/05 and 5,942 shares on 5/23/06. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 11,384 shares on 7/31/04, 11,385 shares on 7/31/05, 11,384 shares on 7/31/06 and 11,385 shares on 7/31/07. This option was previously reported by Mr. Fuller. Mr. Fuller can exercise the option as follows: 4,462 shares on 7/31/07. On March 8, 2004, Mr. Fuller entered into a Variable Prepaid Forward transaction with Credit Suisse First Boston Capital LLC relating to 150,000 shares of Class B Common Stock, which contract expires on 3/08/07, and for which Mr. Fuller received net proceeds of $4,707,937. Under the terms of the contract, Mr. Fuller has agreed to deliver shares of Class B Common Stock (which are immediately convertible into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract (or on an earlier date if the contract is terminated early) as follows: (i) if the Final Price is less than or equal to the Floor Price ($35.87 per share), 150,000 shares; (ii) if the Final Price is less than or equal to the Cap Price ($44.8375 per share), but greater than the Floor Price, then a number of shares equal to 150,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 150,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference beweeen the Final Price and the Cap Price, and the denominator of which is the Final Price. In connection with the contract, Mr. Fuller has pledged 150,000 shares of Class B Common Stock to secure his obligation under the contract. Under the contract, in lieu of delivery of shares, Mr. Fuller may, at his option, settle the contract by delivery of cash. Virginia M. Reeves, Attorney-in fact for Mortimer B. Fuller, III 2004-03-10 -----END PRIVACY-ENHANCED MESSAGE-----